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Program on Corporate Governance Advisory Board
- William Ackman
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- John Finley
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper
- Paul Hilal
- Carl Icahn William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
- Daniel Wolf
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
Board Decisions in Delaware M&A Transactions
M&A practitioners are well aware of the several standards of review applied by Delaware courts in evaluating whether directors have complied with their fiduciary duties in the context of M&A transactions. Because the standard applied will often have a significant effect on the outcome of such evaluation, establishing processes to secure a more favorable standard of […]
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Posted in Boards of Directors, Mergers & Acquisitions, Practitioner Publications
Tagged Board independence, Boards of Directors, Business judgment rule, Controlling shareholders, Delaware cases, Delaware law, Fairness review, Fiduciary duties, Merger litigation, Mergers & acquisitions
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SEC, Proxy Access, and Shareholder Engagement
On February 12, 2016, the SEC published 18 no-action letters related to proxy access, granting relief to 15 companies and denying relief to three on the basis of substantial implementation pursuant to Section 14a-8(i)(10) of the Securities Exchange Act. These no-action letters, read together, suggest that issuers may exclude proxy access shareholder proposals on the […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Boards of Directors, Charter & bylaws, Director nominations, Engagement, Institutional Investors, ISS, No-action letters, Proxy access, Rule 14a-8, SEC, Securities regulation, Shareholder proposals, Shareholder voting
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Weekly Roundup: February 12–February 18
2015 Annual Corporate Governance Review Posted by Rajeev Kumar, Georgeson Inc., on Friday, February 12, 2016 Tags: Board composition, Boards of Directors, Diversity, Engagement, Equity-based compensation, ESG, Executive Compensation, Institutional Investors, Political spending, Proxy access, Proxy advisors, Proxy fights, Proxy season, Say on pay, Securities Regulation, Shareholder activism, Shareholder proposals, Shareholder voting 2016 CCAR Instructions […]
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Posted in Weekly Roundup
Tagged Weekly Roundup
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Delaware Companies with Non-Classified Boards
The Delaware Court of Chancery, in a transcript ruling in In re Vaalco Energy Shareholder Litigation (Dec.21, 2015), held that directors of companies without a classified board (i.e., boards that are elected annually) can be removed without cause, irrespective of provisions in the charter or bylaws purporting to permit removal of directors only for cause. […]
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Posted in Boards of Directors, Corporate Elections & Voting, Court Cases, Practitioner Publications
Tagged Board declassification, Boards of Directors, Charter & bylaws, Classified boards, Delaware cases, Delaware law, DGCL, DGCL s.141, Director nominations, Disclosure, Majority voting, Ousting directors, Shareholder proposals, Shareholder suits, Staggered boards
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Trust Busting: The Effect of Fraud on Investor Behavior
When the massive Ponzi scheme orchestrated by Bernie Madoff collapsed in December 2008, its effects were immediately felt by a large number of charities, universities, wealthy individuals who altogether disclosed investments of more than $20 billion with Bernard L. Madoff Investment Securities LLC. In our paper, Trust Busting: The Effect of Fraud on Investor Behavior, which […]
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Posted in Academic Research, Empirical Research, Securities Litigation & Enforcement, Securities Regulation
Tagged Behavioral finance, Bernard Madoff, Investment advisers, Reputation, Risk-taking, SEC, Securities enforcement, Securities fraud, Securities regulation, Shocks, Social capital, Social networks
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Sodali Institutional Investor Survey 2016
Sodali conducted this inaugural global institutional investor survey to identify the key drivers and trends that companies should be aware of as we approach a significant engagement phase in relation to the 2016 Annual General Meeting season. In our survey we asked investors: what general governance themes are driving engagement; what factors make a compelling […]
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Posted in Boards of Directors, Comparative Corporate Governance & Regulation, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Board composition, Board meetings, Engagement, ESG, EU, Executive Compensation, Institutional Investors, International governance, Proxy advisors, Say on pay, Shareholder communications, Shareholder elections, Shareholder rights, Surveys, UK
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Political Activism and Firm Innovation
Although the relation between political activism and firm value appears well established, our understanding of the exact mechanisms through which political activism creates value and affects real economic outcomes is far from complete. In the paper, Political Activism and Firm Innovation, publicly available on SSRN, we contribute to this literature by analyzing the effect of […]
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Posted in Academic Research, Empirical Research
Tagged Firm performance, Information asymmetries, Information environment, Innovation, Political spending, Shocks
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Changes to SEC Rules Governing Mutual Fund Transfer Agents
On December 22, 2015, the SEC published an Advance Notice of Proposed Rulemaking, Concept Release, and Request for Comment on Transfer Agent Regulations (the “Release”) seeking public comment regarding the SEC’s transfer agent rules. [1] The SEC notes that the “first transfer agent rules were adopted in 1977 and remain essentially unchanged [while] transfer agents […]
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Posted in Accounting & Disclosure, Legislative & Regulatory Developments, Practitioner Publications, Securities Regulation
Tagged Conflicts of interest, Cybersecurity, Disclosure, Mutual funds, Reporting regulation, SEC, SEC rulemaking, Securities Act, Securities regulation, Transfer agents
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The “New Insiders”: Rethinking Independent Directors’ Tenure
Director independence has become a key element of modern corporate governance in the United States. Regulators, scholars, companies and shareholders have all placed a strong emphasis on director independence as a means to ensure that investors’ interests in their companies are well-served. Surprisingly, however, their treatment of director independence has generally failed to consider the […]
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Posted in Academic Research, Boards of Directors, Empirical Research, HLS Research, Securities Regulation
Tagged Board composition, Board independence, Board performance, Board turnover, Boards of Directors, Institutional voting, Outside directors, Private ordering, Securities regulation, Shareholder voting
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Maintaining Director Confidentiality
How confidential are your boardroom discussions? Trends that include the appointment of directors affiliated with investment funds, advances in communications technology, and increases in third-party information requests increase the potential for a leak. But companies can take steps to reduce the likelihood of boardroom leaks and limit the damages resulting from them.
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Posted in Accounting & Disclosure, Boards of Directors, Practitioner Publications
Tagged Board communication, Boards of Directors, Compliance and disclosure interpretation, Confidentiality, Cybersecurity, Director liability, Disclosure, Risk management
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